Commerical Entity Agreement - Square Inc.

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Commercial Entity Agreement https://squareup.com/legal/cea 6.3 Other Information. Seller agrees to provide Paymentech at least 30 days' prior written notice of its intent to change current product lines or services, Seller's trade name, or the manner in which Seller accepts payment Instruments. If Paymentech determines such a change is material to its relationship with Seller, Paymentech may refuse to process Transaction Data made subsequent to the change or terminate this Agreement. Seller agrees to provide Paymentech with prompt written notice if Seller is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Seller's signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Seiler. Seller will also provide Paymentech with prompt written notice of (i) any adverse change in Seller's financial condition, (ii) any planned or anticipated liquidation or substantial change the basic nature of Seller's business, (iii) any transfer or sale of any substantial part (25% or more in value) of Seller's total assets, or (iv) if Seller or Seller's parent is not a corporation whose shares are listed on a national securities exchange or on the over-the-counter market, any change in the control or ownership of Seller or Seller's parent. Seller will also notify Paymentech of any judgment, writ, warrant of attachment, execution or levy against any substantial part (25% or more in value) of Seller's total assets not later than three (3) days after Seller obtains knowledge of any such judgment, writ, warrant of attachinent, execution or levy. 7. Disclaimer; Limitation Of Damages. We will, at our own expense, correct any Transaction Data to the extent that such errors have been caused by us or by malfunctions of our processing systems. Under no circumstances will Paymentech's financial responsibility for our failure of performance under this Agreement exceed the total fees paid to us under this Agreement (net of Card Brand fees, third party fees, interchange, assessments, penalties and fines) for the six (6) months prior to the time the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND EXCEPT WITH RESPECT TO SELLER'S FAILURE TO COMPLY WITH THE SECURITY STANDARDS, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT, ALL PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR SERVICES TO WHICH THE UNIFORM COMMERCIAL CODE DOES NOT APPLY, AND PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO SELLER OR ANY OTHER PERSON REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES, 8. Miscellaneous. 8.1 Application and Credit Check. Seller represents and warrants that statements made on its Application for this Agreement are true as of the date of its execution of this Agreement. Seller's signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to Seller, 8.2 Section Headings. 7 of 23 7/13/2018, 10:16 AM